Mutation of p53 occurs in more than 50% of all tumors, including those of colon, breast and lung. Tumors expressing elevated levels of mutant p53 may be associated with a worse prognosis than p53-null cancers. The long.term goal of this research program continues to focus on the mechanisms by which mutant p53 contributes to tumorigenesis. Mutant p53 enhances the tumorigenic potential of p53-negative cell lines and this activity has long been considered to be linked to its ability to selectively transactivate the human multi-drug resistance (MDR1) promoter. We previously established that mutant p53 regulates endogenous MDR1 and c-myc gene expression and that this activity requires an intact C-terminus. In the previous funding period we identified key lysines in this domain, which normally become acetylated in wild-type p53 during cell stress, that are required for mutant p53-transactivation. Most importantly but paradoxically, we demonstrated that this region is dispensable for mutant p53 to promote tumorigenicity. These results uncouple transactivation from tumorigenicity and represent a paradigm shift in considering models for mutant p53 gain of function. Rather, our data support a mechanism by which mutant p53 binds and stabilizes the Mdm2 proto- oncogene protein, which could lead to aneuploidy, hyperplasia and ultimately tumor cell growth. Consistent with this reasoning, we generated a triple knockout mouse model that lacks p19 ARF,Mdm2 and p53. Mouse embryo fibroblasts (MEFs) derived from these mice are not tumorigenic, but remarkably, double knockout MEFs lacking both p53 and ARF readily form tumors in nude mice. These results suggest that Mdm2 may be required for tumor cell growth. The experiments proposed in this study are designed to test this hypothesis using cell and animal based approaches by addressing the following specific questions: 1) Does Mdm2 cooperate with mutant p53 in tumorigenicity?; 2) What is the in vivo contribution of Mdm2 to mutant p53 gain of function?; and 3) Do post-translational modifications influence mutant p53 gain of function? Our findings demonstrate significant differences in the structural requirements for wild-type and mutant p53 function, which may provide an exploitable basis for developing therapeutic approaches to treating cancer.